MTL Cannabis Corp. announced, following a favorable vote by over 99% of those shares represented at its an annual general and special meeting held on July 28, 2023 (the “Shareholder Meeting”), the Company closed the second and final tranche (the “Tranche Two Closing”) of its previously announced acquisition of all of the issued and outstanding shares of Montréal Medical Cannabis Inc., a Montreal based “flower-first” licensed producer (the “Transaction”) effective as of July 28, 2023. For further information, please see the press release of the Company dated July 10, 2023 and the management information circular of the Company dated June 28, 2023 (the “MIC”). In connection with the closing of the Transaction and following approval by the Company’s shareholders at the Shareholder Meeting, the Archerwill Amendments (as defined under the “Amendments to Investment Instruments with Archerwill Investments Inc.” section of the MIC) are also effective and the Company changed its name from Canada House Cannabis Group Inc. to MTL Cannabis Corp.
The Transaction
The first stage of the Transaction closed on August 30, 2022, and resulted in the acquisition by the Company of approximately 24.99% of the issued and outstanding shares of Montréal Medical Cannabis in exchange for 49.99% of the issued and outstanding common shares (“Common Shares”) of the Company (the “Tranche One Consideration Shares”) (see the press release of the Company dated August 30, 2022). In exchange for the remaining 75.01% of the issued and outstanding shares of Montréal Medical Cannabis, the Company issued 70,713,556 Common Shares to the shareholders of Montréal Medical Cannabis (the “Tranche Two Consideration Shares”) such that, the aggregate Tranche One Consideration Shares and Tranche Two Consideration Shares issued equals 80.0% of the total issued and outstanding shares of the Company on a post-issuance basis, subject to certain anti-dilution adjustments in favour of the former Montréal Medical Cannabis shareholders. Further details regarding the Transaction can be found in the MIC and the Company’s other materials filed on SEDAR+ at www.sedarplus.ca.
Following completion of the Transaction, there are 116,997,561 issued and outstanding Common Shares of the Company on a non-diluted basis.
“We are incredibly excited to complete the transaction. We want to acknowledge the incredible efforts of our collective team to get to this point, and we look forward to continuing to integrate the businesses and positioning the Company as a top performer in the Canadian cannabis industry. We want to thank all of our shareholders for their patience and continued support while we finalized the Transaction and are incredibly excited about the next steps for the Company.” – Michael Perron, CEO of MTL Cannabis.
“We look to continue building a company that our shareholders can be proud of. We will continue to be relentlessly focused on building a business based on strong fundamentals, best-in-class quality products, and a continued passion to deliver a great experience for our consumers in both the medical and recreational spaces.” – Richard Clement, CCO of Montréal Medical Cannabis and Director of MTL Cannabis.
Board Changes
Effective on the Tranche Two Closing, the terms of office of Norman Betts, Shawn Graham, and Gaetan Lussier as members of the Company’s board of directors (the “Board”) expired. The Company wishes to thank the former Board members for their time and service. With approval by the Company’s shareholders at the Shareholder Meeting, Yves Metten and Tarek Ahmed have been named to the Board, joining current directors Erik Bertacchini, Richard Clément, and Dennis Moir.
Also, effective the Tranche Two Closing, Mr. Mike Perron was appointed Chief Executive Officer of the Company. Mr. Alex Kroon, who had been in the position of Interim Chief Executive Officer will revert the role of the Company’s President Medical.
About MTL Cannabis
MTL Cannabis is the parent company of Montréal Medical Cannabis Inc., a licensed producer headquartered in Montréal, Québec and operating from a 57,000 sq ft licensed indoor grow facility in Pointe Claire, Québec; Abba Medix Corp., a licensed producer in Pickering, Ontario that operates a leading medical cannabis marketplace; IsoCanMed Inc., a licensed producer in Louiseville, Québec growing best-in-class indoor cannabis, in its 64,000 sq. ft. production facility; and Canada House Clinics Inc., with clinics across Canada that work directly with primary care teams to provide specialized cannabinoid therapy services to patients suffering from simple and complex medical conditions.
